Washington, D.C. 20549
(Amendment No. 7)*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☐.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 552697104
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SCHEDULE 13D/A
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Page 2 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
|
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The Goldman Sachs Group, Inc.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
|
☑
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3
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SEC USE ONLY
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
20,961,679.33 (See Items 3, 4 and 5)*
|
|
|
|
|
|
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9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
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SHARED DISPOSITIVE POWER
|
|
|
20,961,679.33 (See Items 3, 4 and 5)*
|
|
|
|
|
|
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,961,679.33 (See Items 3, 4 and 5)*
|
|
|
|
|
|
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
|
|
|
|
|
|
|
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13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
|
|
|
*
|
Reflects (i) 20,948,746 shares of Class A Common Stock (the “Class A Shares”) of Stagwell Inc. (the “Issuer”) delivered upon the conversion of 73,849
Series 8 Convertible Preferred Stock, par value $0.001 per share (the “Series 8 Preferred Shares”) of the Issuer and (ii) 12,933.33 Class A Shares of the Issuer. The Series 8 Preferred Shares converted pursuant to the Series 8
Conversion as described herein.
|
|
**
|
The calculation is based on the 113,198,517 Class A Shares of the Issuer outstanding on November 8, 2021, as reported on the Issuer’s Form 10-Q, filed on
November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.
|
|
CUSIP No. 552697104
|
SCHEDULE 13D/A
|
Page 3 of 17 Pages
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1
|
NAMES OF REPORTING PERSONS
|
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|
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|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
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(b)
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☑
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|
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3
|
SEC USE ONLY
|
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|
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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WC; AF (See Item 3)
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☑
|
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
20,961,679.33 (See Items 3, 4 and 5)*
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
20,961,679.33 (See Items 3, 4 and 5)*
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,961,679.33 (See Items 3, 4 and 5)*
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
|
|
|
*
|
Reflects (i) 20,948,746 shares of Class A Common Stock (the “Class A Shares”) of Stagwell Inc. (the “Issuer”) delivered upon the conversion of 73,849
Series 8 Convertible Preferred Stock, par value $0.001 per share (the “Series 8 Preferred Shares”) of the Issuer and (ii) 12,933.33 Class A Shares of the Issuer. The Series 8 Preferred Shares converted pursuant to the Series 8
Conversion as described herein.
|
|
**
|
The calculation is based on the 113,198,517 Class A Shares of the Issuer outstanding on November 8, 2021, as reported on the Issuer’s Form 10-Q, filed on
November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.
|
|
CUSIP No. 552697104
|
SCHEDULE 13D/A
|
Page 4 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
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Broad Street Principal Investments, L.L.C.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
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(b)
|
☑
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3
|
SEC USE ONLY
|
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
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|
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|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
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20,948,746 (See Items 3, 4 and 5)*
|
|
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|
|
|
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9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
20,948,746 (See Items 3, 4 and 5)*
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,948,746 (See Items 3, 4 and 5)*
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
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|
|
|
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13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
|
|
|
*
|
Reflects 20,948,746 shares of Class A Common Stock (the “Class A Shares”) of Stagwell Inc. (the “Issuer”) delivered upon the conversion of
73,849 Series 8 Convertible Preferred Stock, par value $0.001 per share (the “Series 8 Preferred Shares”) of the Issuer. The Series 8 Preferred Shares converted pursuant to the Series 8 Conversion as described herein.
|
|
**
|
The calculation is based on the 113,198,517 Class A Shares of the Issuer outstanding on November 8, 2021, as reported on the Issuer’s Form 10-Q, filed on
November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.
|
|
CUSIP No. 552697104
|
SCHEDULE 13D/A
|
Page 5 of 17 Pages
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1
|
NAMES OF REPORTING PERSONS
|
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|
|
|
|
|
|
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
|
(b)
|
☑
|
|
|
|
|
3
|
SEC USE ONLY
|
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|
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
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|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
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8
|
SHARED VOTING POWER
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|
20,948,746 (See Items 3, 4 and 5)*
|
|
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|
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9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
20,948,746 (See Items 3, 4 and 5)*
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
20,948,746 (See Items 3, 4 and 5)*
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
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|
|
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|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
|
|
|
*
|
Reflects 20,948,746 shares of Class A Common Stock (the “Class A Shares”) of Stagwell Inc. (the “Issuer”) delivered upon the conversion of
73,849 Series 8 Convertible Preferred Stock, par value $0.001 per share (the “Series 8 Preferred Shares”) of the Issuer. The Series 8 Preferred Shares converted pursuant to the Series 8 Conversion as described herein.
|
|
**
|
The calculation is based on the 113,198,517 Class A Shares of the Issuer outstanding on November 8, 2021, as reported on the Issuer’s Form 10-Q, filed on
November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.
|
|
CUSIP No. 552697104
|
SCHEDULE 13D/A
|
Page 6 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
|
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StoneBridge 2017 Offshore, L.P.
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|
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|
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|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
|
(b)
|
☑
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
20,948,746 (See Items 3, 4 and 5)*
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
20,948,746 (See Items 3, 4 and 5)*
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,948,746 (See Items 3, 4 and 5)*
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
|
|
|
*
|
Reflects 20,948,746 shares of Class A Common Stock (the “Class A Shares”) of Stagwell Inc. (the “Issuer”) delivered upon the conversion of
73,849 Series 8 Convertible Preferred Stock, par value $0.001 per share (the “Series 8 Preferred Shares”) of the Issuer. The Series 8 Preferred Shares converted pursuant to the Series 8 Conversion as described herein.
|
|
**
|
The calculation is based on the 113,198,517 Class A Shares of the Issuer outstanding on November 8, 2021, as reported on the Issuer’s Form 10-Q, filed on
November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.
|
|
CUSIP No. 552697104
|
SCHEDULE 13D/A
|
Page 7 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
|
|
|
Bridge Street Opportunity Advisors, L.L.C.
|
|
|
|
|
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
|
(b)
|
☑
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
20,948,746 (See Items 3, 4 and 5)*
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
20,948,746 (See Items 3, 4 and 5)*
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,948,746 (See Items 3, 4 and 5)*
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
|
|
|
*
|
Reflects 20,948,746 shares of Class A Common Stock (the “Class A Shares”) of Stagwell Inc. (the “Issuer”) delivered upon the conversion of
73,849 Series 8 Convertible Preferred Stock, par value $0.001 per share (the “Series 8 Preferred Shares”) of the Issuer. The Series 8 Preferred Shares converted pursuant to the Series 8 Conversion as described herein.
|
|
**
|
The calculation is based on the 113,198,517 Class A Shares of the Issuer outstanding on November 8, 2021, as reported on the Issuer’s Form 10-Q, filed on
November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.
|
This Amendment No. 7 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on March 15, 2017, as
amended and supplemented by Amendment No. 1 filed by the Reporting Persons on March 24, 2017, Amendment No. 2 filed by the Reporting Persons on March 14, 2019, Amendment No. 3 filed by the Reporting Persons on December 23, 2020, Amendment No. 4
filed by the Reporting Persons on April 21, 2021, Amendment No. 5 filed by the Reporting Persons on July 13, 2021, and Amendment No. 6 filed by the Reporting Persons on August 4, 2021 (the “Original Schedule 13D” and, as amended and
supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in
this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D.
This Amendment No. 7 is being filed to make updates and amendments to the Original Schedule 13D as follows:
Item 2. Identity and Background.
This Amendment amends Item 2 of the Original Schedule 13D by replacing in their entirety Schedules I, II-A, II-B and III, incorporated therein
by reference, with Schedules I, II-A, II-B and III hereto, respectively, which Schedules I, II-A, II-B and III are incorporated herein by reference.
Item 4. Purpose of Transaction.
This Amendment amends Item 4 of the Original Schedule 13D by adding the paragraphs set forth below as the second to last paragraph of Item 4
of the Original Schedule 13D:
“Preferred Stock Conversion
On September 23, 2021, the Company issued a notice of conversion (the “Conversion Notice”) with respect to the outstanding shares of
Series 8 Preferred Shares, pursuant to Section 6(c) of the Certificate of Designation of the Series 8 Preferred Shares (“Series 8 COD”). The Conversion Notice provided that pursuant to the terms of the Series 8 COD, the 73,849 Series 8
Preferred Shares held by the Reporting Persons would be converted into 20,948,746 shares of Class A Common Stock, in the aggregate (the “Series 8 Conversion”). On November 8, 2021, following the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and in accordance with Section 6(c) of the Series 8 COD, the Issuer consummated the Series 8 Conversion and the 73,849 shares of Series 8
Convertible Preferred Stock held directly by the Reporting Persons were converted into 20,948,746 shares of Class A Common Stock, in the aggregate.”
Item 5. Interest in Securities of the Issuer.
This Amendment amends and restates the second paragraph of Item 5 through the fifth paragraph of Item 5 of the Original Schedule 13D in its
entirety as set forth below:
“(a)-(b) The following disclosure assumes there are 113,198,517 Class A Shares of the Issuer outstanding as of November 8, 2021, as reported
on the Issuer’s Form 10-Q, filed on November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.
As of November 8, 2021, GS Group and Goldman Sachs may be deemed to share beneficial ownership of (i) 20,948,746 Class A Shares of the
Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein and (ii) 12,933.33 Class A Shares acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities,
representing approximately 18.51% of the total number of Class A Shares.
Pursuant to Rule 13d-3 under the Act, as of November 8, GS Group and Goldman Sachs may be deemed to share beneficial ownership of 20,948,746
Class A Shares, consisting of (i) 17,420,458 Class A Shares (delivered to BSPI upon conversion of the Series 8 Preferred Shares directly held by BSPI as reported herein) and (ii) 3,528,288 Class A Shares (delivered to the Employee Funds upon
conversion of the Series 8 Preferred Shares directly held by the Employee Funds as reported herein), collectively representing approximately 18.50% of the outstanding Class A Shares.
Pursuant to Rule 13d-3 under the Act, as of November 8, 2021, the Reporting Persons may be deemed to share
beneficial ownership, of 20,948,746 Class A Shares (delivered to BSPI and the Employee Funds upon conversion of the Series 8 Preferred Shares directly held by BSPI and the Employee Funds), which constitutes approximately 18.50% of the
outstanding Class A Shares.”
This Amendment amends and restates the thirteenth paragraph of Item 5 of the Original Schedule 13D in its entirety
as set forth below:
“No transactions in the Class A Shares were effected by any Reporting Person or, to the knowledge of the Reporting
Persons, any of the persons listed on Schedule I, Schedule II-A or Schedule II-B, during the sixty day period from September 9, 2021 through November 8, 2021.”
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The disclosure set forth under Item 4 of this Amendment is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
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Exhibit No.
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Description
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99.2
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Power of Attorney, relating to The Goldman Sachs Group, Inc. (filed as Exhibit 99.2 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and
incorporated herein by reference).
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99.3
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Power of Attorney, relating to Goldman Sachs & Co. LLC (filed as Exhibit 99.3 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated
herein by reference).
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99.4
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Power of Attorney, relating to Broad Street Principal Investments, L.L.C. (filed as Exhibit 99.4 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561)
and incorporated herein by reference).
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99.5
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Power of Attorney, relating to StoneBridge 2017, L.P. (filed as Exhibit 99.5 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated
herein by reference)
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99.6
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Power of Attorney, relating to StoneBridge 2017 Offshore, L.P. (filed as Exhibit 99.6 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and
incorporated herein by reference).
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99.7
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Power of Attorney, relating to Bridge Street Opportunity Advisors, L.L.C. (filed as Exhibit 99.7 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561)
and incorporated herein by reference).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 8, 2021
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The Goldman Sachs Group, Inc.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney in Fact
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Goldman Sachs & Co. LLC
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney in Fact
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Broad Street Principal Investments, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney in Fact
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StoneBridge 2017, L.P.
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By:
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Bridge Street Opportunity Advisors, L.L.C.
its General Partner
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney in Fact
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StoneBridge 2017 Offshore, L.P.
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By:
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Bridge Street Opportunity Advisors, L.L.C.
its General Partner
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney in Fact
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Bridge Street Opportunity Advisors, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney in Fact
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SCHEDULE I
The name of each director and executive officer of The Goldman Sachs Group, Inc. is set forth below.
The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.
Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India, Laurence Stein, who is a citizen of South Africa, Mark O.
Winkelman, who is a citizen of the Netherlands, and Adebayo O. Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.
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Name
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Present Principal Occupation
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David M. Solomon
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Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc.
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Philip Berlinski
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Global Treasurer of The Goldman Sachs Group, Inc.
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M. Michele Burns
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Former Chairman and Chief Executive Officer, Mercer LLC; Former Chief Financial Officer of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and
Delta Air Lines, Inc.
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Drew G. Faust
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Professor and Former President of Harvard University
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Mark A. Flaherty
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Former Vice Chairman, Wellington Management Company
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Sheara J. Fredman
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Chief Accounting Officer of The Goldman Sachs Group, Inc.
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Kimberley D. Harris
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Executive Vice President of Comcast Corporation; Executive Vice President and General Counsel of NBCUniversal
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Ellen J. Kullman
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President and Chief Executive Officer of Carbon, Inc.; Former Chair and Chief Executive Officer of E.I. du Pont de Nemours and Company
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Brian J. Lee
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Chief Risk Officer of The Goldman Sachs Group, Inc.
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Lakshmi N. Mittal
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Chairman and Chief Executive Officer of ArcelorMittal S.A.
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Adebayo O. Ogunlesi
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Chairman and Managing Partner of Global Infrastructure Partners
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Peter Oppenheimer
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Former Senior Vice President and Chief Financial Officer of Apple, Inc.
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John F.W. Rogers
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Executive Vice President of The Goldman Sachs Group, Inc.
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Kathryn Ruemmler
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Executive Vice President and Chief Legal Officer And General Counsel of The Goldman Sachs Group, Inc.
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Stephen M. Scherr
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Chief Financial Officer of The Goldman Sachs Group, Inc.
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Laurence Stein
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Chief Administrative Officer of The Goldman Sachs Group, Inc.
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Jan E. Tighe
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Former Vice Admiral, United States Navy
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Jessica R. Uhl
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Chief Financial Officer Royal Dutch Shell plc
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David A. Viniar
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Former Chief Financial Officer of The Goldman Sachs Group, Inc.
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John E. Waldron
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President and Chief Operating Officer of The Goldman Sachs Group, Inc.
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Mark O. Winkelman
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Private Investor
|
SCHEDULE II-A
The name and principal occupation of each member of the Goldman Sachs Asset Management Corporate Investment Committee, which exercises the authority of
Goldman Sachs & Co. LLC in managing BSPI, SB Employee Fund, SB Employee Fund Offshore and Bridge Street are set forth below.
The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The
business address of Joe DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104. The business address of each of Michael Bruun, James Reynolds, Michele Titi-Cappelli and Jose Barreto is Plumtree Court, 25 Shoe Lane, London EC4A
4AU, England. The business address of each of Stephanie Hui and Michael Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.
All members listed below are United States citizens, except as follows: Stephanie Hui and Julian Salisbury are citizens of the United Kingdom; James Reynolds
is a citizen of France; Adrian M. Jones is a citizen of Ireland; Nicole Agnew, Chris Kojima and Gregory Olafson are citizens of Canada; Michele Titi-Cappelli is a citizen of Italy and Michael Hui is a citizen of the People’s Republic of China
(Hong Kong permanent resident); Jose Barreto is a citizen of Portugal; and Michael Bruun is a citizen of Denmark.
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NAME
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PRESENT PRINCIPAL OCCUPATION
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Richard A. Friedman
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Managing Director of Goldman Sachs & Co. LLC
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Nicole Agnew
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Managing Director of Goldman Sachs & Co. LLC
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Michael Bruun
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Managing Director of Goldman Sachs International
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Thomas G. Connolly
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Managing Director of Goldman Sachs & Co. LLC
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Christopher A. Crampton
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Managing Director of Goldman Sachs & Co. LLC
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Joe DiSabato
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Managing Director of Goldman Sachs & Co. LLC
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Charles H. Gailliot
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Managing Director of Goldman Sachs & Co. LLC
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Bradley J. Gross
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Managing Director of Goldman Sachs & Co. LLC
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Stephanie Hui
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Managing Director of Goldman Sachs (Asia) L.L.C.
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Adrian M. Jones
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Managing Director of Goldman Sachs & Co. LLC
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Michael E. Koester
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Managing Director of Goldman Sachs & Co. LLC
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Scott Lebovitz
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Managing Director of Goldman Sachs & Co. LLC
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Jo Natauri
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Managing Director of Goldman Sachs & Co. LLC
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James Reynolds
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Managing Director of Goldman Sachs International
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David Thomas
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Managing Director of Goldman Sachs & Co. LLC
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Anthony Arnold
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Managing Director of Goldman Sachs & Co. LLC
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Michele Titi-Cappelli
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Managing Director of Goldman Sachs International
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Laurie Schmidt
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Managing Director of Goldman Sachs & Co. LLC
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Milton Millman
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Managing Director of Goldman Sachs & Co. LLC
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Julian Salisbury
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Managing Director of Goldman Sachs & Co. LLC
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Chris Kojima
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Managing Director of Goldman Sachs & Co. LLC
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Harvey Shapiro
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Managing Director of Goldman Sachs & Co. LLC
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Danielle Natoli
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Managing Director of Goldman Sachs & Co. LLC
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Carmine Venezia
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Managing Director of Goldman Sachs & Co. LLC
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Thomas McAndrew
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Managing Director of Goldman Sachs & Co. LLC
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Kenneth Pontarelli
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Managing Director of Goldman Sachs & Co. LLC
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Managing Director of Goldman Sachs (Asia) L.L.C.
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Managing Director of Goldman Sachs International
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Leonard Seevers
Gregory Olafson
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Managing Director of Goldman Sachs & Co. LLC
Managing Director of Goldman Sachs & Co. LLC
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SCHEDULE II-B
The name, position and present principal occupation of each executive officer of (i) BSPI, and (ii) Bridge Street, the general partner of each of SB Employee
Fund and SB Employee Fund Offshore, are set forth below.
The business address for all the executive officers listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as
follows: The business address of each of Joseph P. DiSabato, Mark Midle, Jason Kreuziger, and David Campbell is 555 California Street, San Francisco, CA 94104. The business address of each of Oksana Beard, David Bell, Justin Betzen, Katherine
Bloom, Michael Dalton, Michael Watts, Christopher (Chance) Monroe, Kyle Kendall, James Huckaby, Christopher Nelson, Clayton Wilmer and Daniel Farrar is 2001 Ross Avenue, Suite 2800, Dallas, TX 75201. The business address of Johanna Volpi is 30
Hudson Street, Jersey City, NJ 07302. The business address of each of David Miller, Taylor Mefford and Gregory Watts is 11605 Haynes Bridge Rd. Suite 695, Alpharetta, GA 30009. The business address of Ryan Flanagan is 8105 Irvine Center Dr
#560, Irvine, CA 92618.
All executive officers listed below are United States citizens, except as follows: Cedric Lucas is a citizen of France; Adrian M. Jones is a
citizen of Ireland; Anthony Arnold is a citizen of the United Kingdom; Beat Cabiallavetta is a citizen of Switzerland; Harsh Nanda is a citizen of India, David Campbell is a citizen of Australia; Nicole
Agnew, Gregory Olafson, Chris Kojima and Sebastien Gagnon are citizens of Canada.
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NAME
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POSITION
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PRESENT PRINCIPAL OCCUPATION
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Richard A. Friedman
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President
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Managing Director of Goldman Sachs & Co. LLC
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Nicole Agnew
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
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Anthony Arnold
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
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Alex Chi
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
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Darren Cohen
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
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Thomas G. Connolly
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
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Christopher A. Crampton
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
|
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Joseph P. DiSabato
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
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Jeffrey M. Fine
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
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Charles H. Gailliot
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
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Bradley J. Gross
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
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Adrian M. Jones
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
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Alan S. Kava
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
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Michael E. Koester
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Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Scott Lebovitz
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Vice President
|
Managing Director of Goldman Sachs & Co. LLC
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David Miller
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Vice President
|
Managing Director of Goldman Sachs & Co. LLC
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Hillel Moerman
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Vice President
|
Managing Director of Goldman Sachs & Co. LLC
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Jo Natauri
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
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Gregory Olafson
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
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Kenneth Pontarelli
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
|
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Laurie E. Schmidt
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Vice President & Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
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Leonard Seevers
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Gaurav Seth
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael Ungari
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Vikas Agrawal
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Daniel Alger
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Kirsten Anthony (Hagen)
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Patrick Armstrong
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Oksana Beard
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Lee Becker
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
David Bell
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Allison Beller
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Jeffrey Bernstein
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Justin Betzen
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Katherine Bloom
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Jeff Boyd
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Steven Budig
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Beat Cabiallavetta
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
David Campbell
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
David Castelblanco
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Omar Chaudhary
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Alexander Cheek
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
William Chen
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Michael Dalton
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Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Dirk Degenaars
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Johanna Diaz
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Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Terence Doherty
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Ryan Flanagan
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Sebastien Gagnon
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Andrea Gift
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Philip Grovit
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Ashwin Gupta
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
James Huckaby
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jonathan Hunt
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Kyle Kendall
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Christopher Kojima
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jason Kreuziger
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Lee Levy
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Christina Sun Li
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Cedric Lucas
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Taylor Mefford
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Mark Midle
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Christopher Monroe
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Antoine Munfa
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Harsh Nanda
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Christopher Nelson
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jeff Possick
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Andrew Rhee
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Brady Schuck
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Cleaver Sower
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Gabriella Skirnick
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Holger Staude
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Joseph Sumberg
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Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Peter Vermette
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Sherry Wang
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Gregory Watts
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Letitia Webster
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Mark Wetzel
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Andrew White
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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Charles Cognata
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
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William Y. Eng
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
Susan Hodgkinson
|
Vice President
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Managing Director of Goldman Sachs & Co. LLC
|
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Scott Kilpatrick
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
Michael Watts
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Clayton Wilmer
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
Carey Ziegler
|
Vice President & Secretary
|
Vice President of Goldman Sachs & Co. LLC
|
|
David Thomas
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Vice President, Assistant Secretary & Assistant General Counsel
|
Managing Director of Goldman Sachs & Co. LLC
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Getty Chin
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Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Daniel Farrar
|
Vice President & Assistant Treasurer
|
Vice President of Goldman Sachs & Co. LLC
|
|
Kirsten Frivold Imohiosen
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Larry Kleinman
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Harvey Shapiro
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Johanna Volpi
|
Vice President & Assistant Treasurer
|
Vice President of Goldman Sachs & Co. LLC
|
|
Michael J. Perloff
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
|
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Kerri Bagnaturo
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
SCHEDULE III
The U.S. Securities and Exchange Commission (the “SEC”) has alleged that Goldman Sachs & Co. LLC (“Goldman Sachs”) violated Regulation SHO under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) by improperly relying on Goldman Sachs’s automated locate function in the order management system without having confirmed the availability of the securities to be located. In
addition, the SEC alleged that Goldman Sachs employees did not provide sufficient and accurate information with respect to these locates in Goldman Sachs’s locate log, which must reflect the basis upon which Goldman Sachs provided the locates. The
SEC alleged that Goldman Sachs willfully violated Rule 203(b)(1) of Regulation SHO and Section 17(a) of the Exchange Act. Without admitting or denying the violations, Goldman Sachs consented to the entry by the SEC of an Order Instituting
Administrative and Cease-and-Desist Proceedings, pursuant to Sections 15(b) and 21C of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Release No. 34-76899, Jan. 14, 2016). Pursuant to the Order,
Goldman Sachs must cease and desist from committing or causing any violations and any future violations of Rule 203(b)(1) of Regulation SHO, and any violations and any future violations of Section 17(a) of the Exchange Act and Rule 203(b)(1)(iii)
thereunder relating to short sale locate records. Also pursuant to the Order, Goldman Sachs was censured and paid a civil money penalty in the amount of $15,000,000 on January 20, 2016. The SEC stated that, in determining to accept Goldman Sachs’s
offer of settlement, it considered certain remedial acts taken by Goldman Sachs.
On October 22, 2020, The Goldman Sachs Group, Inc. (“GS Group”) entered into an order instituting cease and desist proceedings with the SEC, which alleged GS
Group failed to reasonably maintain a sufficient system of internal accounting controls between 2012 and 2015 with respect to the process by which it reviewed and approved the commitment of firm capital in large, significant and complex
transitions, such as the three bond offerings for 1Malaysia Development Berhad (“1MBD”), and that documentation prepared in connection with the 1MDB transactions did not accurately reflect certain aspects of the bond offerings, including the
involvement of a third party intermediary in the offerings. GS Group has agreed to pay a civil money penalty in the amount of $400,000,000 and disgorgement of $606,300,000.